Exhibit 10.45

NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD,
PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION
WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT.



                             STOCK PURCHASE WARRANT


                To Purchase 250,000 Shares of the Common Stock of



                                 VFINANCE, INC.



     THIS CERTIFIES that, for value received, ZENITH PROFESSIONAL CENTER, LTD.,
     a Florida limited partnership and/or its assigns (the "Holder"), is
     entitled, upon the terms and subject to the conditions hereinafter set
     forth, at any time on or after the date hereof (the "Exercise Date") and on
     or prior to the close of business on the date which is five years after the
     date hereof (the "Termination Date"), to subscribe for and purchase from
     vFinance, Inc. (the "Company"), up to Two Hundred and Fifty Thousand
     (250,000) shares (the "Warrant Shares") of common stock, par value $.001
     per share (the "Common Stock") of the Company. The purchase price of each
     share of Common Stock (the "Exercise Price") under this Warrant shall be
     $0.15. The Exercise Price and the number of shares for which the Warrant is
     exercisable shall be subject to adjustment as provided herein. In the event
     of any conflict between the terms of this Warrant and the Lease Agreement
     among Company and the investors signatory thereto, including the Holder,
     dated as of January 1, 2003 (the "Lease Agreement") pursuant to which this
     Warrant has been issued, the Lease Agreement shall control. Capitalized
     terms used and not otherwise defined herein shall have the meanings set
     forth for such terms in the Lease Agreement.



<PAGE>



1. Title to Warrant. Prior to the Termination Date and subject to compliance
with applicable laws and the terms of this Warrant, this Warrant and all rights
hereunder are transferable, in whole or in part, at the office or agency of the
Company by the holder hereof in person or by duly authorized attorney, upon
surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed.

2. Authorization of Shares. The Company covenants that all shares of Common
Stock which may be issued upon the exercise of rights represented by this
Warrant will, upon exercise of the rights represented by this Warrant, be duly
authorized, validly issued, fully paid and nonassessable and free from all
taxes, liens and charges in respect of the issue thereof (other than taxes in
respect of any transfer occurring contemporaneously with such issue).

3. Vesting. The Holder's right to purchase the Warrant Shares shall vest
immediately.

4. Exercise of Warrant. Except as provided in Sections 3 and 4 herein, exercise
of the purchase rights represented by this Warrant may be made at any time or
times on or after the Exercise Date, as to not less than (i) 1,000 Warrant
Shares at a time, or, (ii) if this Warrant evidences rights of a Holder to
purchase less than 2,000 unpurchased shares of Common Stock, all such
unpurchased shares, and in either case before the close of business on the
Termination Date by the surrender of this Warrant and the Notice of Exercise
Form annexed hereto duly executed, at the office of the Company (or such other
office or agency of the Company as it may designate by notice in writing to the
registered holder hereof at the address of such holder appearing on the books of
the Company) and upon payment of the Exercise Price of the shares thereby
purchased by wire transfer or cashier's check drawn on a United States bank, the
holder shall be entitled to receive a certificate for the number of shares of
Common Stock so purchased. Certificates for shares purchased hereunder shall be
delivered to the holder hereof within ten (10) Trading Days after the date on
which this Warrant shall have been exercised as aforesaid. This Warrant shall be
deemed to have been exercised and such certificate or certificates shall be
deemed to have been issued, and the Holder or any other person so designated to
be named therein shall be deemed to have become a holder of record of such
shares for all purposes, as of the date on which this Warrant is surrendered
(together with the Notice of Exercise) and payment of the Exercise Price is
made. If this Warrant shall have been exercised in part, the Company shall, at
the time of delivery of the certificate or certificates representing Warrant
Shares, deliver to the Holder a new Warrant evidencing the rights of Holder to
purchase the unpurchased shares of Common Stock called for by this Warrant,
which new Warrant shall in all other respects be identical with this Warrant.


5. No Fractional Shares or Scrip. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. As to any
fraction of a share which Holder would otherwise be entitled to purchase upon
such exercise, the Company shall pay a cash adjustment in respect of such final
fraction in an amount equal to the Exercise Price.

6. Charges, Taxes and Expenses. Issuance of certificates for shares of Common
Stock upon the exercise of this Warrant shall be made without charge to the
holder hereof for any issue or federal or state transfer tax or other incidental
expense in respect of the issuance of such certificate, all of which taxes and
expenses shall be paid by the Company, and such certificates shall be issued in
the name of the holder of this Warrant or in such name or names as may be
directed by the holder of this Warrant; provided, however, that in the event
certificates for shares of Common Stock are to be issued in a name other than
the name of the holder of this Warrant, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto duly
executed by the holder hereof; and the Company may require, as a condition
thereto, the payment of a sum sufficient to reimburse it for any transfer tax
incidental thereto.

7. Closing of Books. The Company will not close its stockholder books or records
in any manner which prevents the timely exercise of this Warrant.

8. Transfer, Division and Combination. (a) The Holder (and its transferees and
assigns), by acceptance of this Warrant, covenants and agrees that it is
acquiring the Warrants evidenced hereby, and, upon exercise hereof, the Warrant
Shares, for its own account as an investment and not with a view to the resale
or distribution thereof. The Warrant Shares have not been registered under the
Securities Act or any state securities laws and no transfer of any Warrant
Shares shall be permitted unless the Company has received notice of such
transfer, at the address of its principal office set forth in the Lease
Agreement, in the form of assignment attached hereto, accompanied by an opinion
of counsel reasonably satisfactory to the Company that an exemption from
registration of such Warrants or Warrant Shares under the Securities Act is
available for such transfer, except that no such opinion shall be required after
the registration for resale by the Holder of the Warrant Shares, as contemplated
by the Registration Rights Agreement. Upon any exercise of the Warrants,
certificates representing the Warrant Shares shall bear a restrictive legend
substantially identical to that set forth on the face of this Warrant
certificate. Any purported transfer of any Warrant or Warrant Shares not in
compliance with the provisions of this section shall be null and void.

                                       2

<PAGE>

                           (b) This Warrant may be divided or combined with
other Warrants upon presentation hereof at the aforesaid
office of the Company, together with a written notice specifying the names and
denominations in which new Warrants are to be issued, signed by Holder or its
agent or attorney; provided, however, that no division of this Warrant shall be
permitted which would create at Warrant with respect to less than 1,000 Warrant
Shares. Subject to compliance with Section 8(a), as to any transfer which may be
involved in such division or combination, the Company shall execute and deliver
a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice.

                           (c) The Company shall prepare, issue and deliver at
its own expense (other than transfer taxes) the new Warrant or Warrants under
this Section 8.

                           (d) The Company agrees to maintain, at its aforesaid
office or the office of its transfer or registration
agent, books for the registration and the registration of transfer of the
Warrants.

9. No Rights as Stockholder until Exercise. This Warrant does not entitle the
holder hereof to any voting rights or other rights as a shareholder of the
Company prior to the exercise hereof. Upon the surrender of this Warrant and the
payment of the aggregate Exercise Price, the Warrant Shares so purchased shall
be and be deemed to be issued to such holder as the record owner of such shares
as of the close of business on the later of the date of such surrender or
payment.

10. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants
that upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant certificate or any
stock certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which shall
not exceed that customarily charged by the Company's transfer agent), and upon
surrender and cancellation of such Warrant or stock certificate, if mutilated,
the Company will make and deliver a new Warrant or stock certificate of like
tenor and dated as of such cancellation, in lieu of such Warrant or stock
certificate.

11. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the expiration of any right required or granted herein
shall be a Saturday, Sunday or a legal holiday, then such action may be taken or
such right may be exercised on the next succeeding day not a Saturday, Sunday or
legal holiday.

12. Adjustments of Exercise Price and Number of Warrant Shares. (a) Stock
Splits, etc. The number and kind of securities purchasable upon the exercise of
this Warrant and the Exercise Price shall be subject to adjustment from time to
time upon the happening of any of the following. In case the Company shall (i)
pay a dividend in shares of Common Stock or make a distribution in shares of
Common Stock to holders of its outstanding Common Stock, (ii) subdivide its
outstanding shares of Common Stock into a greater number of shares of Common
Stock, (iii) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock or (iv) issue any shares of its capital stock
in a reclassification of the Common Stock, then the number of Warrant Shares
purchasable upon exercise of this Warrant immediately prior thereto shall be
adjusted so that the holder of this Warrant shall be entitled to receive the
kind and number of Warrant Shares or other securities of the Company which he
would have been entitled to receive had such Warrant been exercised in advance
thereof. Upon each such adjustment of the kind and number of Warrant Shares or
other securities of the Company which are purchasable hereunder, the holder of
this Warrant shall thereafter be entitled to purchase the number of Warrant
Shares or other securities resulting from such adjustment at an Exercise Price
per Warrant Share or other security obtained by multiplying the Exercise Price
in effect immediately prior to such adjustment by the number of Warrant Shares
purchasable pursuant hereto immediately prior to such adjustment and dividing by
the number of Warrant Shares or other securities of the Company resulting from
such adjustment. An adjustment made pursuant to this paragraph shall become
effective immediately after the effective date of such event retroactive to the
record date, if any, for such event.

                                       3

<PAGE>

         Reorganization, Reclassification, Merger, Consolidation or Disposition
of Assets. In case the Company shall reorganize its capital, reclassify its
capital stock (other than a change in nominal value to no nominal value, or from
no nominal value to nominal value, or as a result of a subdivision, combination
or other event described in paragraph (a) of this Section), consolidate or merge
with or into another corporation (where the Company is not the surviving
corporation or where there is a change in or distribution with respect to the
Common Stock of the Company), or sell, transfer or otherwise dispose of all or
substantially all its property, assets or business to another corporation and,
pursuant to the terms of such reorganization, reclassification, merger,
consolidation or disposition of assets, shares of common stock of the successor
or acquiring corporation, or any cash, shares of stock or other securities or
property of any nature whatsoever (including warrants or other subscription or
purchase rights) in addition to or in lieu of common stock of the successor or
acquiring corporation ("Other Property"), are to be received by or distributed
to the holders of Common Stock of the Company, then Holder shall have the right
thereafter to receive, upon exercise of this Warrant, the number of shares of
common stock of the successor or acquiring corporation or of the Company, if it
is the surviving corporation, and Other Property receivable upon or as a result
of such reorganization, reclassification, merger, consolidation or disposition
of assets by a holder of the number of shares of Common Stock for which this
Warrant is exercisable immediately prior to such event. In case of any such
reorganization, reclassification, merger, consolidation or disposition of
assets, the successor or acquiring corporation (if other than the Company) shall
expressly assume the due and punctual observance and performance of each and
every covenant and condition of this Warrant to be performed and observed by the
Company and all the obligations and liabilities hereunder, subject to such
modifications as may be deemed appropriate (as determined in good faith by
resolution of the Board of Directors of the Company) in order to provide for
adjustments of shares of Common Stock for which this Warrant is exercisable
which shall be as nearly equivalent as practicable to the adjustments provided
for in this Section 11. The foregoing provisions of this Section 11 shall
similarly apply to successive reorganizations, reclassifications, mergers,
consolidations or disposition of assets.

13. Voluntary Adjustment by the Company. The Company may at any time during the
term of this Warrant, reduce the then current Exercise Price to any amount and
for any period of time deemed appropriate by the Board of Directors of the
Company.

14. Notice of Adjustment. Whenever the number of Warrant Shares or number or
kind of securities or other property purchasable upon the exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
promptly mail by registered or certified mail, return receipt requested, to the
holder of this Warrant notice of such adjustment or adjustments setting forth
the number of Warrant Shares (and other securities or property) purchasable upon
the exercise of this Warrant and the Exercise Price of such Warrant Shares (and
other securities or property) after such adjustment, setting forth a brief
statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made. Such notice, in the absence of
manifest error, shall be conclusive evidence of the correctness of such
adjustment.

15. Notice of Corporate Action. If at any time:
    -------------------------------------------

                           (a) the Company shall take a record of the holders of
its Common Stock for the purpose of entitling them to
receive a dividend or other distribution, or any right to subscribe for or
purchase any evidences of its indebtedness, any shares of stock of any class or
any other securities or property, or to receive any other right, or

                           (b) there shall be any capital reorganization of the
Company, any reclassification or recapitalization of
the capital stock of the Company or any consolidation with or merger of the
Company into, or any sale, transfer or other disposition of all or substantially
all the property, assets or business of the Company to, another corporation or,

                           (c) there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company;

                                       4

<PAGE>

then, in any one or more of such cases, the Company shall give to Holder (i) at
least 10 days' prior written notice of any record date for such dividend,
distribution or right or for determining rights to vote in respect of any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, liquidation or winding up, and (ii) in the case of any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up, at least 10 days' prior
written notice of the date when the same shall take place. Such notice in
accordance with the foregoing clause also shall specify (i) the date on which
any such record is to be taken for the purpose of such dividend, distribution or
right, the date on which the holders of Common Stock shall be entitled to any
such dividend, distribution or right, and the amount and character thereof, and
(ii) the date on which any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up is to take place and the time, if any such time is to be fixed, as of which
the holders of Common Stock shall be entitled to exchange their shares of Common
Stock for securities or other property deliverable upon such disposition,
dissolution, liquidation or winding up. Each such written notice shall be
sufficiently given if addressed to Holder at the last address of Holder
appearing on the books of the Company and delivered in accordance with Section
17(d).

16. Authorized Shares. The Company covenants that during the period the Warrant
is outstanding, it will reserve from its authorized and unissued Common Stock a
sufficient number of shares to provide for the issuance of the Warrant Shares
upon the exercise of any purchase rights under this Warrant. The Company further
covenants that its issuance of this Warrant shall constitute full authority to
its officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for the Warrant Shares upon the
exercise of the purchase rights under this Warrant. The Company will take all
such reasonable action as may be necessary to assure that such Warrant Shares
may be issued as provided herein without violation of any applicable law or
regulation, or of any requirements of the Principal Market upon which the Common
Stock may be listed.

                           The Company shall not by any action, including,
without limitation, amending its certificate of incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate to protect the
rights of Holder against impairment. Without limiting the generality of the
foregoing, the Company will (a) not increase the par value of any shares of
Common Stock receivable upon the exercise of this Warrant above the amount
payable therefor upon such exercise immediately prior to such increase in par
value, (b) take all such action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant, and (c) use its best efforts to
obtain all such authorizations, exemptions or consents from any public
regulatory body having jurisdiction thereof as may be necessary to enable the
Company to perform its obligations under this Warrant.

                           Before taking any action which would result in an
adjustment in the number of shares of Common Stock for which this Warrant is
exercisable or in the Exercise Price, the Company shall obtain all such
authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.

17. Miscellaneous.
    --------------

         (a) Jurisdiction. This Warrant shall be binding upon any successors or
  assigns of the Company. This Warrant shall constitute a contract under the
  laws of New York without regard to its conflict of law, principles or rules,
  and be subject to arbitration pursuant to the terms set forth in the Lease
  Agreement.

         (b) Restrictions. The holder hereof acknowledges that the Warrant
  Shares acquired upon the exercise of this Warrant, if not registered, will
  have restrictions upon resale imposed by state and federal securities laws.

         (c) Nonwaiver and Expenses. No course of dealing or any delay or
  failure to exercise any right hereunder on the part of the Holder shall
  operate as a waiver of such right or otherwise prejudice Holder's rights,
  powers or remedies, except that all rights hereunder terminate on the
  Termination Date. If the Company fails to comply with any provision of this
  Warrant, the Company shall pay to the Holder such amounts as shall be
  sufficient to cover any costs and expenses including, but not limited to,
  reasonable attorneys' fees, including those of appellate proceedings, incurred
  by the Holder in collecting any amounts due pursuant hereto or in otherwise
  enforcing any of its rights, powers or remedies hereunder.

                                       5

<PAGE>

         (d) Notices. Any notice, request or other document required or
  permitted to be given or delivered to the holder hereof by the Company shall
  be delivered in accordance with the notice provisions of the Lease Agreement.

         (e) Limitation of Liability. No provision hereof, in the absence of
  affirmative action by Holder to purchase shares of Common Stock, and no
  enumeration herein of the rights or privileges of Holder hereof, shall give
  rise to any liability of the Holder for the purchase price of any Common Stock
  or as a stockholder of the Company, whether such liability is asserted by the
  Company or by creditors of the Company.

         (f) Remedies. The Holder, in addition to being entitled to exercise all
  rights granted by law, including recovery of damages, will be entitled to
  specific performance of its rights under this Warrant. The Company agrees that
  monetary damages would not be adequate compensation for any loss incurred by
  reason of a breach by it of the provisions of this Warrant and hereby agrees
  to waive the defense in any action for specific performance that a remedy at
  law would be adequate.

         (g) Successors and Assigns. Subject to applicable securities laws, this
  Warrant and the rights and obligations evidenced hereby shall inure to the
  benefit of and be binding upon the successors of the Company and the
  successors and permitted assigns of the Holder. The provisions of this Warrant
  are intended to be for the benefit of all Holders from time to time of this
  Warrant and shall be enforceable by any such Holder or holder of Warrant
  Shares.

         (h) Amendment. This Warrant may be modified or amended or the
  provisions hereof waived only with the written consent of the Company and the
  Holder.

         (i) Severability. Wherever possible, each provision of this Warrant
  shall be interpreted in such manner as to be effective and valid under
  applicable law, but if any provision of this Warrant shall be prohibited by or
  invalid under applicable law, such provision shall be ineffective to the
  extent of such prohibition or invalidity, without invalidating the remainder
  of such provisions or the remaining provisions of this Warrant.

         (j) Headings. The headings used in this Warrant are for the convenience
  of reference only and shall not, for any purpose, be deemed a part of this
  Warrant.

         (k) Registration Rights. The Company hereby agrees to grant to the
  Holder Piggyback Registration rights pursuant to the terms and conditions of
  Exhibit A attached hereto and incorporated herein.

                                       6

<PAGE>



                  IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.


Dated: January 10th, 2003


                                           VFINANCE, INC.


                                      /s/ Leonard J. Sokolow
                                          Leonard J. Sokolow
                                          Chief Executive Officer
                                          January 10th, 2003







<PAGE>



                               NOTICE OF EXERCISE


To:      vFinance, Inc.


(1)  The undersigned  hereby elects to purchase  ________ shares of Common Stock
     (the  "Common  Stock"),  of  vFinance,  Inc.  pursuant  to the terms of the
     attached  Warrant,  and tenders  herewith  payment of the exercise price in
     full, together with all applicable transfer taxes, if any.

(2)  Please issue a  certificate  or  certificates  representing  said shares of
     Common  Stock in the name of the  undersigned  or in such  other name as is
     specified below:


                          -------------------------------
                           (Name)

                          -------------------------------
                           (Address)
                          -------------------------------



Dated:  ______________, _______

                Holder's Signature: _____________________________


                Holder's Name:      _____________________________

                Holder's Address:   _____________________________



                                                     ________________________

                           Social Security, Employer
                           or Other Tax Identification
                           Number of Holder:         ________________________


NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in an fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.

                                       8

<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)


  FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are
hereby


assigned to ___________________________________________________________________


whose address is_______________________________________________________________


____________________________________________________.


Dated:  ______________, _______

                           Holder's Signature: _____________________________

                           Holder's Name:      _____________________________

                           Holder's Address:   _____________________________


                                                     ___________________________
                           Social Security, Employer
                           or Other Tax Identification
                           Number of Holder:         ___________________________



Signature Guaranteed:  ___________________________________________


NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in an fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.


                                       9

<PAGE>



                                   EXHIBIT "A"

                               REGISTRATION RIGHTS

Capitalized terms used but not defined herein shall have the respective meanings
ascribed to such terms in the Option to which this Exhibit A is attached.

(a) PIGGY-BACK REGISTRATION RIGHTS. If at any time commencing after July 1, 2003
until the expiration of the Warrant (the "Registration Period"), vFinance, Inc.
(the "Company") proposes to register any of its securities under the Securities
Act (other than registration of a stock option, stock purchase or compensation
or incentive plan or of stock issued or issuable pursuant to any such plan, or
dividend investment plan, a registration of stock proposed to be issued in
exchange for securities or assets of, or in connection with the merger or
consolidation with, another person or entity , or a registration of stock
proposed to be issued in exchange for securities of such other person or
entity), the Company shall give prompt written notice thereof to the Holder and,
upon the written request made within ten (10) days after the Holder and, upon
receipt of such notice, the Company shall use its best efforts to effect as part
of such registration the registration under the Securities Act of that number of
the Warrant Shares ("Warrant Shares") which the Holder requests the Company to
register, provided that if the registration relates to a firm commitment,
underwritten public offering, the managing underwriter of the Company's public
offering, if any, shall be of the opinion that the inclusion in such
registration of such number of Warrant Shares will not interfere with the
successful marketing of all of the Company's securities being registered. If the
managing underwriter, if any, reasonably requests the Holder to reduce in whole
or in part the number of Warrant Shares sought or be registered by the Holder,
the Holder shall comply with the request of the managing underwriter. In any
underwritten offering, the Holder shall sell the Warrant Shares registered as
part of such underwritten offering to the underwriters of such offering on the
same terms and conditions as apply to the Company. In connection with any
registration pursuant to this Section (a), the Holder shall provide the Company
with such information regarding the Holder and the distribution of the Warrant
Shares as the Company and the managing underwriter shall reasonably request for
use in the registration statement relating to such offering. The Company shall
pay all costs and expenses of the Holder. The Company shall not be obliged to
effect registration under the Securities Act pursuant to this Section (a) on
more than one occasion; PROVIDED, HOWEVER, that this limitation shall not apply
if the number of shares requested to be registered by the Holder shall have been
reduced pursuant to the second sentence of this Section (a) unless and until the
occurrence of an occasion on which the shares requested by the Holder to be
registered have not been so reduced. The Company will pay all registration
expenses of the Holder in connection with any registration hereunder.

(b) GENERAL CONDITIONS. In connection with each registration effected pursuant
to Section (a), the Company and the Holder agree as follows:

(i) INDEMNIFICATION OF HOLDER. The Company shall indemnify and hold harmless the
Holder against any and all losses, claims, damages, or liabilities to which the
Holder may become subject under the Securities Act, or any other statute or
common law, including any amount paid in settlement of any litigation, commenced
or threatened, if such settlement is effected with the written consent of the
Company, and to reimburse them for any legal or other expenses incurred by them
in connection with investigating any claims and defending any action insofar as
any such losses, claim, damages, liabilities or actions arise out of or are
based upon 1) any untrue statement or alleged untrue statement of a material
fact, contained in any registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any offering
circular or other document incident to any registration, qualification or
compliance, or any omission or alleged omission to state therein any material
fact required to be stated therein or necessary to make the statements therein
not misleading, or any violation by the Company of any rule or regulation
promulgated under the Securities Act applicable to the Company and relating to

                                       10

<PAGE>

any action or inaction required of the Company in connection with any such
registration, qualification, or compliance. The indemnification agreement
contained in this agreement, however, shall not: 1) apply to such losses,
claims, damages, liabilities, or actions arising out of, or based upon, any such
untrue statement or alleged omission, if such statement or omission was in
reliance upon and in conformity with the information furnished in writing to the
Company by the Holder for use in the registration statement or any preliminary
prospectus or prospectus contained in the registration statement or any
amendment thereof or supplement thereto, or 2) inure to the benefit of any
underwriter from whom the person asserting any such losses, claims, damages,
expenses or liabilities purchased the securities which are the subject thereof
(or to the benefit of any person controlling such underwriter), if such
underwriter failed to send or give a copy of the prospectus to such person at or
prior to the written confirmation of the sale of such securities to such person.


(ii) INDEMNIFICATION OF THE COMPANY. The Holder and each underwriter of the
Warrant Shares to be registered (such party and such underwriters being referred
to severally in this subparagraph as the "Indemnifying Party") shall agree, in
the same manner and to the same extent as set forth in the preceding paragraph,
to, severally and not jointly, indemnify and hold harmless the Company and each
person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act, its directors and those officers of the Company who shall have
signed such registration statement, with respect to any statement in or omission
from such registration statement or any post-effective amendment thereof or any
preliminary prospectus (as amended or supplemented, if amended or supplemented
as aforesaid) contained in such registration statement, if such statement or
omission was made in reliance upon and in conformity with information furnished
in writing to the Company by such Indemnifying Party specifically for use in
such registration statement or any preliminary prospectus or prospectus
contained in such registration statement or any amendment thereof or supplement
thereto.

(iii) NOTICE OF INDEMNIFIABLE ACTION. Each indemnified party will, promptly
after the receipt of notice of the commencement of any action against such
indemnified party in respect of which indemnity may be sought from a party
hereto on account of an indemnity agreement contained in this Section, notify
the indemnifying party in writing of the commencement thereof. The omission of
any indemnified party so to notify an indemnifying party of any such action
shall relieve the indemnifying party from any liability in respect of such
action which it may have to such indemnified party not (unless the failure to
give such notice has actually prejudiced the indemnifying party) on account of
the indemnity agreement contained in this Section.

(iv) TERMINATION OF OBLIGATION. The Company shall not be required to file a
registration statement or to keep a registration statement effective if the
Warrant Shares could be publicly sold in any 90 day period without registration
under the Securities Act.

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